Doing Business in Thailand

In a previous post I explained step by step the formalities to incorporate a Thai Limited Company. Many readers have contacted me to request whether I could also post the english translation of Thai Limited Company documents for information. Today and the next few days I will post the translations of the main corporate documents of a Thai Private Limited company. Please note that this is an unofficial translation only.

The first form that an investor will be requested to sign after the registration of the name of the company (which can be done online) and does not request an actual signature is the Memorandum of Association.

The Memorandum of Association is the agreement made by a minimum of three individuals that are the founders (promoters) of a company. The Memorandum of Association will contain information as follows:

Note that at least one of the company founder will also be the first company director and sign all the company incorporation documents. Note also that the founders of the company will also be the first shareholders of the company. There can be additional shareholders that are not among the founders but all the founders will be among the first shareholders. For example a corporate shareholder may not be a founder (only individuals may) but may be a shareholder of the company.

FORM BOR OR JOR 2

MEMORANDUM OF ASSOCIATION

DOINGBUSINESS (THAILAND) LTD

Registration No. BKXXXXXXXXXXXX

The Memorandum of the Company has the following items;

Clause 1.  The name of the company is “DOINGBUSINESS (THAILAND) LTD”

Clause 2.  The office of the company is situated at Bangkok

Clause 3.  The objectives of the company have 40 clauses per Form Vor attached.

Clause 4.  The liability of the shareholders is limited only to the extent of the amount remaining unpaid in respect of their share or shares. (liability of Directors may not be limited, if so state so, if not state “ ______________”)

Clause 5.  The capital of the company is fixed at Baht XXXXXXX   ( XXXXXXX             ), divided into shares

( XXXXXXX ), at Baht One Hundred ( 100.- ), per share.

Clause 6.  Name, address, occupation and signature and shareholding or each promotor, totaling 3 persons are:

(1)  XXXXXXX Occupation Businessman Age XXXXXXX yrs. residing at XXXXXXX has subscribed to 1 share(s) _______________________.(Signed)

(2)  XXXXXXX Occupation Businesswoman Age XXXXXXX yrs. residing XXXXXXX has subscribed to 1   share _______________________ (Signed)

(3)  XXXXXXX Occupation Businessman Age XXXXXXX yrs. residing XXXXXXX has subscribed to XXXXXXX share(s).             _____________________(Signed)

(4)  Occupation Age yrs.____________________residing at, __________has subscribed to share(s).                       _______________________(Signed)

(5)  Occupation Age yrs.____________________residing at, __________has subscribed to share(s).                       _______________________(Signed)

(6)  Occupation Age yrs.____________________residing at, __________has subscribed to share(s).                       _______________________(Signed)

(7)  Occupation Age yrs.____________________residing at, __________has subscribed to share(s).                       _______________________(Signed)

(Signed) Promoter Applicant

( XXXXXXX )

Page 1 of 2 pages                          (Signed) – Signature – Registrar

Document attached No. XXXXXXX ( )

FORM BOR OR JOR 2

CONFIRMATION OF WITNESS

I, XXXXXXX Age XXXXXXX Years residing at XXXXXXX

I, XXXXXXX Age XXXXXXX Years residing at XXXXXXX

hereby confirm that all the above promoters have set their signatures in my presence.

(Signed) -Signature- Witness

(XXXXXXXXXXXXXXXXXXX)

(Signed) -Signature- Witness

(XXXXXXXXXXXXXXXXXXX)

This Memorandum is made on June XXXXXXX

Duty Stamp on original

Baht 200 copies Baht

(Signed) -Signature- promoter director

(XXXXXXX)

Page 2 of 2 Pages XXXXXXX

Documents attached No. XXXXXXX (Signed) -Signature- Registrar ( )

About the Author:

The author Rene-Philippe DUBOUT is a lawyer since 1990 when he was admitted to Geneva bar (Switzerland). He practiced as a litigator there for 10 years until he moved to Thailand in 1999. In 2002 he founded with a group of Thai lawyers Rene Philippe & Partners Ltd a local law firm that specialized in Cross Borders Investments and Real Estate. He has been lecturing in several Thai Universities and a speaker to numerous conferences and seminars. He is the author of a must read book:”How to Purchase Real Estate Offshore Safely: The Case of Thailand”.

http//:www.renephilippe.com

© Copyrights 2009 – Rene Philippe Dubout – This article may be reprinted if information about the author, the websites, and the URLs remain intact.

Originally posted 2009-09-03 14:40:40.

Related posts:

1. Thai Corporate Documents – The Articles of Association
2. Thai Corporate Documents – The Statutory Meeting
3. Corporate: Disclosure requirement of Thai shareholders
4. Corporate: Incorporating a Thai Company Step by Step
5. Thailand Taxes: Understanding Thai corporate income tax
6. Doing Business in Thailand: Understanding Thai Administration
7. Doing Business inThailand: Understanding Thai Legal System
8. Company Criminal Liability: May a Company be Prosecuted?